TY 2012 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

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012

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

CName of organization
WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
1700 FARNAM ST No 2200

Room/suite

City or town, state or country, and ZIP + 4
OMAHA, NE681022022

D Employer identification number

47-0339250

E Telephone number

G Gross receipts $ 1,307,615,077

F Name and address of principal officer:
Jordan Mawson
1700 Farnam Street
Omaha,NE68102

Tax-exempt status: 501(c)(3) 501(c) ( 8 ) LeftBullet

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

Website:

woodmen.org

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

0510

K Form of organization: Corporation Trust Association Other MediumBullet

Fraternal Benefit Society

L Year of formation: 1890

M State of legal domicile: NE

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Woodmen of the World is a fraternal benefit society dedicated to (continued on Schedule O) serving its members, their families and communities. Woodmen's mission is to benefit our members through every stage of life. We achieve this by:1. Providing members with valued financial solutions;2. Engaging members in community service activities;3. Enriching the lives of members through social, educational and patriotic programs; and,4. Sharing common values and working to achieve these shared fraternal ideals of family,community and country.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	16
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	11
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	2,887
6	Total number of volunteers (estimate if necessary) .............	6	51,624
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	2,697,618
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	1,079,163,265	1,307,615,077
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	997,871	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	1,080,161,136	1,307,615,077
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	343,000	345,819
14	Benefits paid to or for members (Part IX, column (A), line 4).....	977,209,124	1,029,796,470
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	81,918,881	93,139,815
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	115,683,427	126,611,194
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,175,154,432	1,249,893,298
19	Revenue less expenses. Subtract line 18 from line 12.......	-94,993,296	57,721,779
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	9,340,696,830	9,517,523,595
21	Total liabilities (Part X, line 26).............	8,536,186,968	8,655,291,954
22	Net assets or fund balances. Subtract line 21 from line 20.....	804,509,862	862,231,641

Part II

Signature Block

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

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

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

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

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: Benefit our members through every stage of life.

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

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

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

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

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Exempt Purpose/Achievements: Woodmen is owned and governed by its more then 701,400 members, who belong to 1,063 local adult and youth chapters across the nation. Delegates are elected to represent their fellow chapter members at biannual jurisdictional (state) conventions and quadrennial National Conventions. These national delegates elect members to the Board of Directors for four-year terms of office where they help to set policies and determine the direction of the Society.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Woodmen's commitment to its members is exemplified by a wide range of membership benefits provided as part of the Society's fraternal program. These benefits enable families to enjoy social and educational activities, youth and senior programs, patriotic presentations and community service opportunities. They also provide aid and comfort to members in times of illness, misfortune or need. Local Woodmen adult and youth chapters sponsor activities for members of all ages including:1. Regular business meetings;2. Social events;3. Group outings;4. Cookouts;5. Holiday parties;6. Youth and Senior Camp programs; and,7. Other activities that strengthen the bonds of friendship and fraternity.Woodmen's Youth and Senior Camp programs offer members the opportunity to enjoy a variety of activities and make new friends.In 2012, 4,975 youth members ages 8 through 15 attended youth camps across the nation at little or no cost. The camps provide youth an opportunity to study nature, learn arts and crafts, and participate in citizenship activities, swimming, games, hiking, archery and many other outdoor activities. Camp programs are designed to develop each camper's self-esteem, knowledge and leadership skills.Woodmen senior camps designed for senior members who enjoy the fellowship of good friends and new acquaintances. A wide variety of activities are offered at senior camps including arts and crafts, music, games, archery, fishing, swimming, storytelling and nature walks. Many camps offer educational seminars with emphasis on the needs and interests of seniors. In 2012 1,424 members attended Senior Camps or Senior Appreciation Day. Woodmen provides a membership benefit of financial assistance for catastrophic illnesses of $1,000 to eligible members who are diagnosed with tuberculosis, lung cancer, luekemia, malignant lymphoma, Hodgkin's disease, multiple myeloma or brain tumor. In 2012, $862,000 was paid for catastrophic illness benefits.The Disaster Relief Fraternal Benefit provides monetary relief for members who sustain significant damage to their homes as a result of a hurricane, tornado, fire or other natural disaster. In 2012, $42,281 was provided in benefit payments to members.Woodmen provides from $125 to $200 a month in financial assistance to orphaned children through age 18 whose parents were both qualified Woodmen members. Extra funds may also be available to help pay college, tutorial or vocational training. In 2012, the Orphan's Care Program paid out $49,900 in benefits.Woodmen provides a $5,000 fraternal benefit if an infant of a 100% Woodmen family dies between 48 hours and six month of birth, plus guarantees issuance of a $5,000 life insurance certificate at standard rates during the first six months of life. In 2012, newborn benefits paid were $10,000. The Woodmen Prescription Drug Card benefit was introduced in 2001. The care is free to all members and is another example of the value of Woodmen membership. Since the inception of this program members have saved a total of $11,432,071. This value-added fraternal benefit saved members over $275,181 in 2012.First Responders: This fraternal benefit package that is available to all non-military first responders. With payment of annual membership dues, First Responders are eligible for the regular fraternal benefits offered to all dues paying members plus a $10,000 benefit payable in the event of a death while performing their duties as a member of a first responder.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	Volunteer Service: In 2012, Woodmen members volunteered more than 335,961 hours in community service activities and 541,641 hours of service to the following fraternal projects and activities:1. Patriotic Program: Woodmen's Patriotic Program was introduced 66 years ago in 1947. Through the program, local chapters present U.S. flags to schools, community buildings, churches, parks, and other civic and nonprofit organizations, American Patriot's Handbooks to schools, libraries and newly-naturalized citizens and American History Awards to junior and senior high school students for proficiency in American history. In 2012 lodges presented:138,221 U.S. flags;53,123 American Patriot's Handbooks; and,3,258 American History Awards.Since the program began Woodmen members have presented 2,361,165 flags, 1,897,950 American Patriot's Handbooks and 267,943 American History Awards.Woodmen began a program with the American Red Cross in 1998 to further strengthen its fraternal commitment. The Society created teams of Red Cross trained Woodmen volunteers to provide disaster relief to people and communities throughout the nation. Teams provide volunteers along with vehicles, equipment and supplies to assist RedCross relief efforts. Woodmen also makes chapter halls and camps available for use as Red Cross shelters or training centers.In 2012 Woodmen members also participated in: National Join Hands Day - 235 events In Honor and Rememberance in emmory of September 11, 2001 - 389 ceremonies Flag Day - 317 events Make a Difference Day - 139 events

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

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

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

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

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

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

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

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

...

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

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

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

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

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

......

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

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

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

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

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

11d

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

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

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

11f

12a

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

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

12a

Yes

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

12b

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

14a

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

14a

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

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment

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

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

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

20a

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

20a

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

20b

Form 990 (2012)

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, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 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........

25a

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

25b

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

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

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

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

28a

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

28b

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

28c

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

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

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

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

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

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

Yes

35a

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

35a

Yes

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

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2.............

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

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

Yes

Form 990 (2012)

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 ..

267,891

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

2,887

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.....

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sponsoring organizations maintaining donor advised funds.

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

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

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

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

10a

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

10b

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

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

11a

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

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

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

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

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

14b

Form 990 (2012)

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 there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

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

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

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

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

Yes

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

Yes

11a

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

11a

Yes

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

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

Yes

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

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

15a

Yes

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

15b

Yes

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

16a

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

16a

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

16b

Section C. Disclosure

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

NE , CA

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

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

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

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

WOODMEN OF THE WORLD co Jordan Mawson1700 FARNAM ST STE 2200OMAHANE681022022 (402) 342-1890

Form 990 (2012)

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. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

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

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

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

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

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) CUMMINSDANNY E........................................................................ DIRECTOR, FORMER PRESIDENT & CEO	40.00 .......................	X	X	1,074,960	0	1,306,300
(2) KINGLARRY R........................................................................ PRESIDENT & CEO	40.00 .......................	X	X	701,355	0	436,122
(3) SCHREIER MARK L........................................................................ EXEC VP, FINANCE & TREASURER	40.00 .......................	X	X	690,703	0	300,209
(4) HERNANDEZPAMELA A........................................................................ EXEC VP, OPERATIONS & SECRETARY	40.00 .......................	X	X	603,472	0	608,913
(5) DODDWESLEY........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		68,715	0	4,018
(6) BOSLERJAMES W III........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		88,518	0	9,856
(7) DEESPATRICK........................................................................ EXEC VP, FRATERNAL	40.00 .......................	X	X	402,598	0	147,758
(8) GALLIONTHOMAS T III........................................................................ CHAIRMAN OF THE BOARD	1.00 .......................	X		174,950	0	64,473
(9) MOOREROGER........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		82,500	0	18,680
(10) MELLORSTEPHEN W........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		66,084	0	0
(11) RICEDANIEL W........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		91,549	0	19,656
(12) SHAVERJAMES........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		87,438	0	9,274
(13) DOISEDARYL J........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		54,743	0	0
(14) TAYLOR-MCCOYLUCIA G........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		89,274	0	26,741
(15) BRIDGESJAMES W JR........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		78,953	0	0
(16) SHEALY MICHAEL........................................................................ BOARD OF DIRECTOR	1.00 .......................	X		68,132	0	5,726
(17) DEVINEANNETTE M........................................................................ VP, ACCOUNTING SERVICES	40.00 .......................		X	198,159	0	74,265

Form 990 (2012)

Page 8

Part VII

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) SMOLINSKIRAYMOND........................................................................ VP, BUSINESS TECHNOLOGY	40.00 .......................	X			157,171	0	28,970
(19) GOCHENOURKARLA........................................................................ VP, HUMAN RESOURCES	40.00 .......................	X			219,906	0	73,616
(20) JONESSTEVEN B........................................................................ VP, MARKETING & FRATERNAL	40.00 .......................	X			257,460	0	112,722
(21) MAHERROBERT T........................................................................ VP, INVESTMENT	40.00 .......................	X			297,189	0	113,621
(22) MCKERNSTEVEN........................................................................ VP, ADMINISTRATIVE SERVICES	40.00 .......................	X			153,439	0	46,478
(23) ROTSCHAFERRANDALL P........................................................................ VP, ACTUARY	40.00 .......................	X			293,332	0	99,769
(24) HORROCKSRANDALL........................................................................ VP, SALES	40.00 .......................	X			271,311	0	70,722
(25) MCCAULEY DENISE........................................................................ SENIOR VP, OPERATIONS	40.00 .......................	X			348,850	0	31,192
(26) MACIEJEWSKICOLLEEN M........................................................................ VP, STRATEGIC PROJECTS	40.00 .......................	X			180,367	0	62,399
(27) ANDERSONELVIS........................................................................ SENIOR VP, NATIONAL FIELD MGR	40.00 .......................	X			309,906	0	205,402
(28) ELLISMATTHEW........................................................................ VP, GENERAL COUNSEL	40.00 .......................	X			293,080	0	23,313
(29) BROWNCHARLES........................................................................ FIELD REPRESENTATIVE	40.00 .......................		X		525,110	0	100,204
(30) DOISEDESI........................................................................ STATE MANAGER	40.00 .......................		X		432,748	0	63,339
(31) WALTERS JOSEPH W........................................................................ STATE MANAGER	40.00 .......................		X		706,984	0	223,212
(32) YATESJACK........................................................................ AREA MANAGER	40.00 .......................		X		410,922	0	92,680
(33) MCGUFFEEPENNY........................................................................ FIELD REPRESENTATIVE	40.00 .......................		X		429,299	0	33,132
(34) THEISENMARK D........................................................................ FORMER EXEC VP	0.00 .......................			X	613,732	0	11,387
(35) OWENWILLIAM C........................................................................ FORMER BOARD OF DIRECTOR	0.00 .......................			X	5,600	0	29,529
(36) DAYJAMES R........................................................................ FORMER VP, CUSTOMER RELATIONS	0.00 .......................			X	226,993	0	271,898
(37) HAACKSTEVEN O........................................................................ FORMER VP, MARKETING & PUBLIC RELATIONS	0.00 .......................			X	360,732	0	680,429
(38) HROMADKAJOSEPH J JR........................................................................ FORMER VP, ADMINISTRATIVE SERVICES	0.00 .......................			X	155,423	0	127,101

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	11,271,657	0	5,533,106

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

266

Yes

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

Yes

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

Yes

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

Section B. Independent Contractors

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

(A) Name and business address	(B) Description of services	(C) Compensation
LAMSON DUGAN & MURRAY LLP10306 REGENCY PARKWAY DRIVEOMAHANE68114	LEGAL SERVICES	1,927,009
DELOITTE CONSULTING LLPPO BOX 7247-6447PHILADELPHIAPA19170	ACCOUNTING SERVICES	1,863,898
SIRIUS COMPUTER SOLUTIONSPO BOX 202289DALLASTX75320	SOFTWARE MAINTENANCE	1,303,147
STONE RIVER INC24971 NETWORK PLACECHICAGOIL60673	INSURANCE SOFTWARE MAINTENANCE	703,729
BAIRD HOLM LLP1700 FARNAM ST STE 1500OMAHANE68102	LEGAL SERVICES	411,036
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 33

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

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

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

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

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	Premiums and Annuity C		524113	1,263,711,538	1,263,711,538
b	Gross Investment Incom		523000	43,903,539	41,205,921	2,697,618
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			1,307,615,077
3	Investment income (including dividends, interest, and other similar amounts).......
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			1,307,615,077	1,304,917,459	2,697,618	0

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response 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
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	345,819
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members	1,029,796,470
5	Compensation of current officers, directors, trustees, and key employees ....	10,496,902
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	39,366,530
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	17,752,138
9	Other employee benefits .......	18,815,670
10	Payroll taxes ...........	6,708,575
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	3,510,742
c	Accounting ...........	366,762
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........
12	Advertising and promotion ....	2,981,293
13	Office expenses .......
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	4,466,618
17	Travel ............	600,238
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	1,219,760
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	14,898,428
23	Insurance ..............	705,859
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Commissions	56,736,289
b	Field Expenses	15,948,871
c	Inv. Real Estate Expens	7,989,407
d	Taxes, Licenses and Fee	3,444,637
e	All other expenses	13,742,290
25	Total functional expenses. Add lines 1 through 24e	1,249,893,298
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 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			100,591,075	1	53,765,343
2	Savings and temporary cash investments .........			88,582,443	2	123,794,706
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			133,027	4	136,658
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	196,563,654
b	Less: accumulated depreciation .....	10b	109,399,950	90,553,113	10c	87,163,704
11	Investments—publicly traded securities ..........			7,200,772,041	11	7,233,713,749
12	Investments—other securities. See Part IV, line 11 .....			1,560,326,990	12	1,671,999,737
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			299,738,141	15	346,949,698
16	Total assets. Add lines 1 through 15 (must equal line 34)......			9,340,696,830	16	9,517,523,595
17	Accounts payable and accrued expenses .........				17
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
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....................			8,536,186,968	25	8,655,291,954
26	Total liabilities. Add lines 17 through 25.........			8,536,186,968	26	8,655,291,954
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............				27
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			804,509,862	32	862,231,641
33	Total net assets or fund balances ...........			804,509,862	33	862,231,641
34	Total liabilities and net assets/fund balances ........			9,340,696,830	34	9,517,523,595

Form 990 (2012)

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) ............

1,307,615,077

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

1,249,893,298

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

57,721,779

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

804,509,862

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

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

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

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

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

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

862,231,641

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 STATUTORY
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

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

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

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

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

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

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

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

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

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

2012

Open to Public Inspection

Name of the organization

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Employer identification number

47-0339250

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

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

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

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

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................
e	Other .................	196,563,654	109,399,950	87,163,704
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				87,163,704

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) Mortgage Loans	1,463,629,006	C
(B) Certificate Loans	168,277,466	C
(C) Other Invested Assets	40,093,265	C






Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	1,671,999,737

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
Aggregate reserves for Life certs & contracts		6,989,186,212
Aggregate reserves for A&H contracts		32,504,984
Liability for deposit-type contracts		721,212,230
Life claims		37,603,927
A&H claims		869,289
Provision for refunds payable		76,945,000
Advance premiums		1,613,192
Asset valuation reserve (AVR)		152,862,945
Interest maintenance reserve (IMR)		25,199,486
Other liabilities		143,171,323
Post-retirement benefit liability		40,610,572
From separate account - Pension Plan		200,774,290
From separate account - Variable Annuity		61,733,462
Uncollected Premiums & agent's balances		76,650
Payable for securities lending		170,928,392
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		8,655,291,954
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1	1,307,615,077
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 XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e	0
3	Subtract line 2e from line 1.....................		3	1,307,615,077
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c	0
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5	1,307,615,077

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1	1,249,893,298
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 XIII.) ............	2d
e	Add lines 2a through 2d......................		2e	0
3	Subtract line 2e from line 1.....................		3	1,249,893,298
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	1,249,893,298

Part XIII

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

Identifier	Return Reference	Explanation

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Employer identification number

47-0339250

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. 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

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(b) Number of offices in the region	(c) Number of employees, agents, and independent contractors in region	(f) Total expenditures for and investments in region
	NONE	0	0
















3a	Sub-total .....	0	0	0
b	Total from continuation sheets to Part I ...	0	0	0
c	Totals (add lines 3a and 3b)	0	0	0

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

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

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2012

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

2012

Open to Public
Inspection

Name of the organization
WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Employer identification number
47-0339250

Part I

General Information on Grants and Assistance

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

Yes No

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

Part II

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

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) UNITED WAY OF THE MIDLANDS 1805 HARNEY STREET OMAHA,NE68102	47-0376605	170	51,468	CONTRIBUTION TO PUBLIC CHARITY
(2) OMAHA SYMPHONY ASSOCIATION 1605 HOWARD STREET OMAHA,NE68102	47-6039304	170	30,000	CONTRIBUTION TO PUBLIC CHARITY
(3) FOOD BANK FOR THE HEARTLAND 10525 J STREET OMAHA,NE68127	47-0637701	170	20,925	CONTRIBUTION TO PUBLIC CHARITY
(4) JOSLYN ART MUSEUM 2200 DODGE STREET OMAHA,NE68102	47-0384577	170	20,000	CONTRIBUTION TO PUBLIC CHARITY
(5) GREATER OMAHA CHAMBER OF COMMERCE 1301 HARNEY ST OMAHA,NE68102	47-0258610	170	16,250	CONTRIBUTION TO PUBLIC CHARITY
(6) OPEN DOOR MISSION 2828 NORTH 23RD ST EAST OMAHA,NE68110	47-0411375	170	11,500	CONTRIBUTION TO PUBLIC CHARITY
(7) BOYS AND GIRLS CLUB OF THE MIDLANDS 2610 HAMILTON ST OMAHA,NE68131	47-0467350	170	11,500	CONTRIBUTION TO PUBLIC CHARITY
(8) MICAH HOUSE 1415 AVENUE J COUNCIL BLUFFS,IA51501	42-1292393	170	10,105	CONTRIBUTION TO PUBLIC CHARITY
(9) LUTHERN FAMILY SERVICES 120 SOUTH 24TH STREET 100 OMAHA,NE68131	23-7267972	170	10,050	CONTRIBUTION TO PUBLIC CHARITY
(10) GOODWILL INDUSTRIESINC 4805 NORTH 72ND STREET OMAHA,NE68134	47-0378996	170	10,000	CONTRIBUTION TO PUBLIC CHARITYCONTRIBUTION TO PUBLIC CHARITY
(11) Urban League 3040 Lake St Omaha,NE68111	47-0384575	170	8,750	CONTRIBUTION TO PUBLIC CHARITY
(12) Omaha Community Playhouse 6915 cass Street OMAHA,NE68102	47-0399856	170	8,309	CONTRIBUTION TO PUBLIC CHARITY
(13) Goodfellows 1314 Douglas St Suite 125 OMAHA,NE68102	47-0469050	170	7,500	CONTRIBUTION TO PUBLIC CHARITY
(14) Boy Scouts of America 12401 W Maple St OMAHA,NE68164	47-0376545	170	6,135	CONTRIBUTION TO PUBLIC CHARITY
(15) Mohms Place 1435 N 15TH St CoUNCIL BLUFFS,IA51501	42-1407712	170	6,000	CONTRIBUTION TO PUBLIC CHARITY
(16) Iowa Western 2700 College Road coUNCIL BLUFFS,IA51503	42-0925013	170	6,000	CONTRIBUTION TO PUBLIC CHARITY
(17) Salvation Army 3612 cuming st omAHA,NE68131	36-2167910	170	5,850	CONTRIBUTION TO PUBLIC CHARITY
(18) Greater Omaha Business Alliance 2500 california street oMAHA,NE68178	47-0376583	170	5,400	CONTRIBUTION TO PUBLIC CHARITY
(19) SienaFrancis House PO box 217 oMAHA,NE68101	47-0601005	170	5,100	CONTRIBUTION TO PUBLIC CHARITY
(20) American Heart Association 10100 J ST STE a oMAHA,NE68127	13-5613797	170	5,075	CONTRIBUTION TO PUBLIC CHARITY
(21) Durham Museum 801 s 10th st omAHA,NE68108	47-0556061	170	5,000	CONTRIBUTION TO PUBLIC CHARITY
(22) Girls Incorporated 2811 N 45th St oMAHA,NE68104	47-0562184	170	5,000	CONTRIBUTION TO PUBLIC CHARITY

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

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

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

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
FORM 990, SCHEDULE I, Q 2	DONATIONS TO CHARITIES	Woodmen of the World appoints a Corporate Social Responsibility Committee annually. This committee is responsible to coordinate efforts to receive, consider, approve, deny and disburse contributions requested.

Schedule I (Form 990) 2012

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

2012

Open to Public Inspection

Name of the organization

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Employer identification number

47-0339250

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

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

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

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

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)CUMMINSDANNY EDIRECTOR, FORMER PRESIDENT & CEO	(i) (ii)	690,464 0	264,705 0	119,791 0	1,281,812 0	24,488 0	2,381,260 0	0 0
(2)KINGLARRY RPRESIDENT & CEO	(i) (ii)	501,602 0	135,641 0	64,112 0	408,440 0	27,682 0	1,137,477 0	0 0
(3)SCHREIER MARK LEXEC VP, FINANCE & TREASURER	(i) (ii)	387,360 0	130,724 0	172,619 0	271,771 0	28,438 0	990,912 0	0 0
(4)HERNANDEZPAMELA AEXEC VP, OPERATIONS & SECRETARY	(i) (ii)	413,229 0	136,871 0	53,372 0	574,315 0	34,598 0	1,212,385 0	0 0
(5)DODDWESLEYBOARD OF DIRECTOR	(i) (ii)	66,600 0	0 0	2,115 0	4,018 0	0 0	72,733 0	0 0
(6)BOSLERJAMES W IIIBOARD OF DIRECTOR	(i) (ii)	85,250 0	0 0	3,268 0	9,856 0	0 0	98,374 0	0 0
(7)DEESPATRICKEXEC VP, FRATERNAL	(i) (ii)	313,618 0	72,154 0	16,826 0	132,036 0	15,722 0	550,356 0	0 0
(8)GALLIONTHOMAS T IIICHAIRMAN OF THE BOARD	(i) (ii)	170,000 0	0 0	4,950 0	55,780 0	8,693 0	239,423 0	0 0
(9)MOOREROGERBOARD OF DIRECTOR	(i) (ii)	81,500 0	0 0	1,000 0	18,680 0	0 0	101,180 0	0 0
(10)MELLORSTEPHEN WBOARD OF DIRECTOR	(i) (ii)	64,750 0	0 0	1,334 0	0 0	0 0	66,084 0	0 0
(11)RICEDANIEL WBOARD OF DIRECTOR	(i) (ii)	87,500 0	0 0	4,049 0	19,485 0	171 0	111,205 0	0 0
(12)SHAVERJAMESBOARD OF DIRECTOR	(i) (ii)	85,250 0	0 0	2,188 0	9,274 0	0 0	96,712 0	0 0
(13)DOISEDARYL JBOARD OF DIRECTOR	(i) (ii)	51,458 0	0 0	3,285 0	0 0	0 0	54,743 0	0 0
(14)TAYLOR-MCCOYLUCIA GBOARD OF DIRECTOR	(i) (ii)	87,000 0	0 0	2,274 0	26,741 0	0 0	116,015 0	0 0
(15)BRIDGESJAMES W JRBOARD OF DIRECTOR	(i) (ii)	59,087 0	0 0	19,866 0	0 0	0 0	78,953 0	0 0
(16)SHEALY MICHAELBOARD OF DIRECTOR	(i) (ii)	64,517 0	0 0	3,615 0	5,726 0	0 0	73,858 0	0 0
(17)DEVINEANNETTE MVP, ACCOUNTING SERVICES	(i) (ii)	135,996 0	39,078 0	23,085 0	45,875 0	28,390 0	272,424 0	0 0
(18)SMOLINSKIRAYMONDVP, BUSINESS TECHNOLOGY	(i) (ii)	139,602 0	78 0	17,491 0	4,700 0	24,270 0	186,141 0	0 0
(19)GOCHENOURKARLAVP, HUMAN RESOURCES	(i) (ii)	163,563 0	43,078 0	13,265 0	47,062 0	26,554 0	293,522 0	0 0
(20)JONESSTEVEN BVP, MARKETING & FRATERNAL	(i) (ii)	183,027 0	46,143 0	28,290 0	83,029 0	29,693 0	370,182 0	0 0
(21)MAHERROBERT TVP, INVESTMENT	(i) (ii)	233,379 0	35,132 0	28,678 0	87,390 0	26,231 0	410,810 0	0 0
(22)MCKERNSTEVENVP, ADMINISTRATIVE SERVICES	(i) (ii)	124,213 0	22,078 0	7,148 0	29,814 0	16,664 0	199,917 0	0 0
(23)ROTSCHAFERRANDALL PVP, ACTUARY	(i) (ii)	234,556 0	52,078 0	6,698 0	73,699 0	26,070 0	393,101 0	0 0
(24)HORROCKSRANDALLVP, SALES	(i) (ii)	192,536 0	74,708 0	4,067 0	50,082 0	20,640 0	342,033 0	0 0
(25)MCCAULEY DENISESENIOR VP, OPERATIONS	(i) (ii)	246,268 0	80,078 0	22,504 0	8,125 0	23,067 0	380,042 0	0 0
(26)MACIEJEWSKICOLLEEN MVP, STRATEGIC PROJECTS	(i) (ii)	154,097 0	25,601 0	669 0	38,302 0	24,097 0	242,766 0	0 0
(27)ANDERSONELVISSENIOR VP, NATIONAL FIELD MGR	(i) (ii)	213,651 0	66,432 0	29,823 0	177,209 0	28,193 0	515,308 0	0 0
(28)ELLISMATTHEWVP, GENERAL COUNSEL	(i) (ii)	219,521 0	56,078 0	17,481 0	11,250 0	12,063 0	316,393 0	0 0
(29)BROWNCHARLESFIELD REPRESENTATIVE	(i) (ii)	267,082 0	257,266 0	762 0	82,044 0	18,160 0	625,314 0	0 0
(30)DOISEDESISTATE MANAGER	(i) (ii)	290,903 0	113,694 0	28,151 0	40,033 0	23,306 0	496,087 0	0 0
(31)WALTERS JOSEPH WSTATE MANAGER	(i) (ii)	479,143 0	199,849 0	27,992 0	205,912 0	17,300 0	930,196 0	0 0
(32)YATESJACKAREA MANAGER	(i) (ii)	271,758 0	136,159 0	3,005 0	78,450 0	14,230 0	503,602 0	0 0
(33)MCGUFFEEPENNYFIELD REPRESENTATIVE	(i) (ii)	242,588 0	185,975 0	736 0	13,904 0	19,228 0	462,431 0	0 0
(34)THEISENMARK DFORMER EXEC VP	(i) (ii)	0 0	142,075 0	471,657 0	0 0	11,387 0	625,119 0	0 0
(35)OWENWILLIAM CFORMER BOARD OF DIRECTOR	(i) (ii)	5,396 0	0 0	204 0	28,986 0	543 0	35,129 0	0 0
(36)DAYJAMES RFORMER VP, CUSTOMER RELATIONS	(i) (ii)	100,690 0	20,000 0	106,303 0	260,166 0	11,732 0	498,891 0	0 0
(37)HAACKSTEVEN OFORMER VP, MARKETING & PUBLIC RELATI	(i) (ii)	281,763 0	50,831 0	28,138 0	658,259 0	22,170 0	1,041,161 0	0 0
(38)HROMADKAJOSEPH J JRFORMER VP, ADMINISTRATIVE SERVICES	(i) (ii)	107,672 0	39,000 0	8,751 0	109,094 0	18,007 0	282,524 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
	Part I, Line 1a	Spouse travel that meets specific guidelines is reimbursed and included in taxable income. A limited gross up is provided for those payments. Discretionary spending accounts are extended to executive officers.
	Part I, Lines 4a-b	a) Severance Payments Mark Theisen $471,657. b) The Woodmen of the World Non-Qualified Supplemental Plan ("Plan") was established on May 19, 1986 for the purpose of providing a nonqualified retirement benefit to eligible employees and field representatives. This plan complies with the requirements of section 409A of the Internal Revenue Code and Regulations promulgated thereunder. The referenced benefit under this plan is calculated based on the normal or early retirement benefit that would have been payable to an eligible employee or field representative on the day that employee or field representative completed a year of service as an active participant of Woodmen of the World's qualified plan and continued to be an active participant of the qualified plan until the eligible employee's or field representative's benefit payout under the plan per the plan requirements and conditions. In 2012, Woodmen made benefit payments to Joseph Walters in the amount of $521,342, William Owen in the amount of $607,441, Steven Haack in the amount of $264,516, and Joseph Hromadka in the amount of $104,446 per the plan requirements and conditions of the plan. These payments were not included in Part II Schedule J as the reporting requirements under this schedule were not in place for all prior years years that the eligible employee or field representative accrued deferred compensation under this plan. Since there were no such reporting requirements under the Form 990 for prior years, including such payment in Part II Schedule J would create a misleading report since it would not accurately disclose that most of the deferred compensation had actually accrued in prior years.

Schedule J (Form 990) 2012

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

2012

Open to Public
Inspection

Name of the organization

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Employer identification number

47-0339250

Identifier	Return Reference	Explanation
REPORTING FOREIGN INVESTMENTS	PART IV, LINE 14b; SCHEDULE F, PART IV, QUESTIONS 4 & 5	FORMS 8621 AND 8865 WILL BE FILED, IF APPLICABLE, WITH FORM 990-T TO REPORT THE FOREIGN INVESTMENTS.
Explanation for Not Filing Form 990-T	Form 990, Part V, line 3b	990-T IS ON EXTENSION AND WILL BE FILED ON OR BEFORE THE NOVEMBER 15, 2013 DUE DATE.
	Form 990, Part VI, Section A, line 6	Woodmen of the World Life Insurance Society is comprised of its members.
	Form 990, Part VI, Section A, line 7a	The members elect the officers and directors every 4 years.
	Form 990, Part VI, Section B, line 11	The return is prepared and reviewed by professional staff. It is reviewed in final form by a designated officer who then signs off on the return. The return is filed electronically. Prior to filing of the return, the Board of Directors is provided the return for review on line through use of a secure web site.
	Form 990, Part VI, Section B, line 12c	A conflict-of-interest questionaire is provided and collected annually by the Legal Dept. Repsonses are maintained by the Legal Dept.
	Form 990, Part VI, Section B, line 15	Compensation is determined by a compensation committee using information from compensation surveys and studies, and independent compensation consultants. The Compensation Committee of the Bd of Directors reviews and approves the compensation schedules and individual compensation amounts.
	Form 990, Part VI, Section C, line 19	The organization's constituition and bylaws are available at www.woodmen.org. Financial statements and our conflict of interest policy are available upon request.
Statutory method	Form 990, Part XII, Line 1	The statutory method of accounting used by insurance companies is the method used by Woodmen of the World.
Audit Committee	Part XII, Line 2c	The Audit Committee of the Board of Directors is responsible for oversight of the audit and review of the audited financial statements.
SUBSIDIARY LIQUIDATION	SCHEDULE R, PART IV, LINE (2)(5) COL (D)	DISTRIBUTION FROM LIQUIDATION OF OMAHA WOODMEN BLOCKER, INC. INCLUDED A TAX DIVIDEND OF $2,912,429

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

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

2012

Open to Public Inspection

Name of the organization

WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY

Employer identification number

47-0339250

Part I

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

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

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Woodmen Foundation 1700 Farnam St Omaha,NE68102 20-4743934	Operate community centers; provide disaster relief	NE	501(c)(3)	Public Charity	None		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) WFS Holdings Inc 1700 Farnam St Omaha,NE68102 22-3828160	Holding company for corporations involved in securities and in insurance	NE	Woodmen of the World Life Insurance Society	C			100.000 %		No
(2) Omaha Woodmen Blocker Inc 1700 Farnam St Omaha,NE68102 26-4609780	Holding company for investment in pass-through entities	NV	Woodmen of the World Life Insurance Society	C			100.000 %		No

Schedule R (Form 990) 2012

Page 3

Part V

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

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

Yes

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

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

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

Yes

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

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

Yes

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

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

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

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

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

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

Yes

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

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

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

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

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

Yes

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

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

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

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

Yes

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-s)	(c) Amount involved	(d) Method of determining amount involved
(1) WFS Holdings Inc	B	520,000	Cash
(2) Woodmen Foundation	D	7,855,015	Cash
(3) Woodmen Financial Services Inc	B	500,000	Cash
(4) Woodmen Insurance Agency Inc	J	28,250	Cash
(5) Omaha Woodmen Blocker Inc (SEE STMT 1)	A	14,354,633	Cash
(6) Woodmen Financial Services Inc	J	57,459	Cash
(7) Woodmen Financial Services Inc	O	864,256	Cash
(8) Woodmen Insurance Agency Inc	O	551,260	cash

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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) 2012

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:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No