TY 2014 Form 990

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	2,063,310	608,278	1,455,032
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	48,052		48,052
9	Other employee benefits .......	249,282		249,282
10	Payroll taxes ...........	146,890		146,890
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	115,215	111,139	4,076
c	Accounting ...........	119,741	20,031	99,710
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17	487,233			487,233
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 ....	568,574	561,509	7,065
13	Office expenses .......	27,149	27,149
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	1,928,510	1,024,551	903,959
17	Travel ............	629,838	458,494	171,344
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	26,842		26,842
20	Interest ...........	98,397	93,864	4,533
21	Payments to affiliates .......	64,726	11,772	52,954
22	Depreciation, depletion, and amortization .....	518,534	225,293	293,241
23	Insurance ..............	758,971	717,591	41,380
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	UBIT TAX EXPENSE	10,787		10,787
b	AIRCRAFT MAINTENANCE	3,292,795	3,266,437	26,358
c	AIRSHOW EXPENSE	1,828,268	1,315,694	512,574
d	FUEL & OIL EXPENSE	1,514,118	1,499,538	14,580
e	All other expenses	7,654,442	2,983,438	1,494,760	3,176,244
25	Total functional expenses. Add lines 1 through 24e	22,151,674	12,924,778	5,563,419	3,663,477
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).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	3,776,119	1	5,503,074
2	Savings and temporary cash investments .........	1,082,688	2	1,118,595
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	1,367,622	4	1,346,575
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 ..............	730,269	8	720,913
9	Prepaid expenses and deferred charges ..........	400,197	9	588,058
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	16,283,730
b	Less: accumulated depreciation .....	10b	6,140,109	10,197,802	10c	10,143,621
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....	1,596,563	13	2,062,531
14	Intangible assets ...............	9,089	14	8,787
15	Other assets. See Part IV, line 11 ...........	102,107	15	133,903
16	Total assets. Add lines 1 through 15 (must equal line 34)......	19,262,456	16	21,626,057
	17	Accounts payable and accrued expenses .........	1,065,501	17	1,620,751
18	Grants payable .................		18
19	Deferred revenue ................	5,186	19	5,186
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 ..	842,206	23	1,333,548
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....................	1,983,620	25	1,924,589
26	Total liabilities. Add lines 17 through 25.........	3,896,513	26	4,884,074
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	13,689,943	27	15,053,745
28	Temporarily restricted net assets ...........	1,441,000	28	1,453,238
29	Permanently restricted net assets ...........	235,000	29	235,000
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	15,365,943	33	16,741,983
34	Total liabilities and net assets/fund balances ........	19,262,456	34	21,626,057

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

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

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

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

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

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

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

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

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

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

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

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	5,949,455	5,306,809	5,313,081	7,520,908	6,406,074	30,496,327
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	7,127,557	7,093,815	11,667,876	13,038,916	15,451,152	54,379,316
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	13,077,012	12,400,624	16,980,957	20,559,824	21,857,226	84,875,643
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.						0
c	Add lines 7a and 7b..						0
8	Public support (Subtract line 7c from line 6.)						84,875,643

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	13,077,012	12,400,624	16,980,957	20,559,824	21,857,226	84,875,643
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	525,330	37,324	240,926	169,526	158,829	1,131,935
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	525,330	37,324	240,926	169,526	158,829	1,131,935
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.	927	93,989	145,458	98,780	104,044	443,198
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	13,603,269	12,531,937	17,367,341	20,828,130	22,120,099	86,450,776

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

98.180 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

98.030 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

1.310 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

1.370 %

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2014

Name of the organization

THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization THE COMMEMORATIVE AIR FORCE

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization THE COMMEMORATIVE AIR FORCE

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

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 value of contributions to (during year)
3	Aggregate value of 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)

Revenue 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:

Revenue 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) 2014

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, for escrow or custodial account liability?

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 ....	1,476,070	455,705	455,457	278,166	419,337
b	Contributions ........	11,171,088	2,056,035	2,250,248	1,195,076
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	1,190,318	1,035,670	2,250,000	1,017,785	141,171
f	Administrative expenses ....
g	End of year balance ......	11,456,840	1,476,070	455,705	455,457	278,166

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

Board designated or quasi-endowment SchDMd Bullet

83.870 %

Permanent endowment SchDMd Bullet

16.130 %

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)

Yes

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

Yes

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

Part VI

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

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	15,000		15,000
b	Buildings ................	7,093,788	2,157,060	4,936,728
c	Leasehold improvements ............	6,183,600	2,032,852	4,150,748
d	Equipment ................	1,336,419	1,126,614	209,805
e	Other .................	1,654,923	823,583	831,340
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				10,143,621

Schedule D (Form 990) 2014

Page 3

Part VII

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

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








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

Part VIII

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

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) SHORT TERM INVESTMENTS	2,062,531	F








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	2,062,531

Part IX

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

(a) Description				(b) Book value









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

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes
A/P - INTERCOMPANY		1,924,589








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		1,924,589
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	25,301,478
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	45,612
b	Donated services and use of facilities .........	2b	2,352,043
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	1,773,764
e	Add lines 2a through 2d .....................			2e	4,171,419
3	Subtract line 2e from line 1.....................			3	21,130,059
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	21,130,059

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	23,925,438
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	1,773,764
e	Add lines 2a through 2d......................			2e	1,773,764
3	Subtract line 2e from line 1.....................			3	22,151,674
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	22,151,674

Part XIII

Supplemental Information

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

Return Reference	Explanation
PART XI, LINE 2D - OTHER ADJUSTMENTS:	GAMING EXPENSE 1,107,163. COGS 666,601.
PART XII, LINE 2D - OTHER ADJUSTMENTS:	GAMING EXPENSES 1,107,163. COGS 666,601.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

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

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

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization
THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Part I

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

filers are not required to complete this part.

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

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

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

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

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	FUND RAISING STRATEGIES INC DIRECT 1420 SPRING HILL ROAD MCLEAN, VA22102	FUNDRAISING COUNSEL		No	4,659,475	487,233	4,172,243









Total .................					4,659,475	487,233	4,172,243

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

AL, AK, AZ, AR, CA, CO, CT, DE, FL, GA, HI, ID, IL, ND, NC, NY, NM, NJ, NH, NV, NE, MI, MA, MD, ME, LA, KY, KS, IA, IN, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VT, WA, WV, WI, WY, MT, MO, MS, MN, VA

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2014

Page 2

Part II

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

		(a) Event #1 CAF RED TAIL SQUADRON - UNITS (event type)	(b) Event #2 COMMEMORATIVE AIR FORCE - HQ (event type)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	1,539,265	3,120,210	4,659,475
2	Less: Contributions . .	474,003	637,893	1,111,896
3	Gross income (line 1 minus line 2) . . .	1,065,262	2,482,317	3,547,579
4	Cash prizes . . .
5	Noncash prizes . .
6	Rent/facility costs . .
7	Food and beverages .
8	Entertainment . . .
9	Other direct expenses .
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........
11	Net income summary. Subtract line 10 from line 3, column (d)...........			3,547,579

Part III

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

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

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

Gross revenue . . . .

219,838

887,768

1,107,606

Cash prizes . . . .

260,000

636,084

896,084

Non-cash prizes . . .

Rent/facility costs . . .

5,164

20,836

26,000

Other direct expenses . .

58,275

126,804

185,079

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

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

1,107,163

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

443

Enter the state(s) in which the organization conducts gaming activities: TX , GA

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

YesNo

If "No," explain:

THE ORGANIZATION IS LICENSED TO OPERATE GAMING ACTIVITIES IN GA & TX ONLY.

10a

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

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2014

Page 3

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

YesNo

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

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

YesNo

Indicate the percentage of gaming activities conducted in:

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

13a

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

13b

100.000 %

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

Name

FLOYD HOUDYSHELL

Address

PO BOX 62000
MIDLAND,TX797112000

15a

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

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

YesNo

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

$ and the

amount of gaming revenue retained by the third party right arrow

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

Name

Address

Gaming manager information:

Name

RAY PIERSON

Gaming manager compensation right arrow

Description of services provided right arrow

MR PIERSON VOLUNTEERS FOR CAF AS BINGO CHAIRPERSON.

Director/officer Employee Independent contractor

Mandatory distributions:

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

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

YesNo

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

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

$ 59,897

Part IV

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

Return Reference	Explanation
SCHEDULE G, PART I, LINE 2B, COLUMN (V)	AGENCY FEES ARE PAID TO THE PROFESSIONAL FUNDRAISER.

Schedule G (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990.
SchJMediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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

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

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations 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) 2014

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 in column(B) 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)
1STEVE BROWNPRESIDENT	(i) (ii)	389,853 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	389,853 ............................... 0	0 ............................... 0
2FLOYD HOUDYSHELLSECRETARY / TREASURER	(i) (ii)	160,295 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	0 ............................... 0	160,295 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation

Schedule J (Form 990) 2014

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 6	THE ORGANIZATION HAS MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A	NON VOTING MEMBERSHIP IS NOT RESTRICTED. REGULAR, LIFE, ASSOCIATE AND CADET (AGES 13-23) MEMBERSHIPS ARE AVAILABLE. NATIONAL ELECTION VOTING RIGHTS AND THE OPPORTUNITY TO HOLD A UNIT LEVEL OFFICE ARE AVAILABLE ONLY TO INDIVIDUALS (18 AND OVER) HOLDING A COLONEL MEMBERSHIP. MEMBERS OF THE CAF ARE ALLOWED TO SUBMIT NOMINEES FOR ELECTIN TO THE CAF GENERAL STAFF TO THE V.P. OF ADMINISTRATION. IN ACCORDANCE WITH CAF'S BYLAWS, ABSENTEE BALLOTS ARE MAILED TO ALL COLONELS REQUESTING THEM. ALL ELECTION BALLOTS ARE TIMELY COLLECTED AND COUNTED BY THE ORGANIZATION'S INDEPENDENT AUDITOR.
FORM 990, PART VI, SECTION B, LINE 11	WHILE, NOT ALL DIRECTORS EXAMINE THE RETURNS BEFORE THEY ARE FILED, COPIES OF THE TAX RETURNS ARE REVIEWED AND APPROVED BY THE SECRETARY/TREASURER (FLOYD HOUDYSHELL) PRIOR TO THEIR FILING.
FORM 990, PART VI, SECTION B, LINE 12C	POLICIES ARE REVIEWED BY THE BOARD (GENERAL STAFF) IN TIMELY INTERVALS TO ENSURE ENFORCEMENT & COMPLIANCE. ANY CONFLICTS WOULD BE DISCLOSED AT BOARD MEETINGS.
FORM 990, PART VI, SECTION B, LINE 15A	ALL PROCESSES ARE ACCURATELY DOCUMENTED IN THE ORGANIZATION'S MEETING MINUTES.
FORM 990, PART VI, SECTION C, LINE 19	POLICIES & OTHER INFORMATION ARE MADE AVAILABLE BY REQUEST OR ON THE ORGANIZATION'S MEMBER WEBSITE.
FORM 990, PART VII	STEVE BROWN - P.O. BOX 62000, MIDLAND, TX 79711-2000. FLOYD HOUDYSHELL - P.O. BOX 62000, MIDLAND, TX 79711-2000. COL NEILS AGATHER - 409 RIVERCREST DRIVE, FORT WORTH, TX 76107-1639. COL RICK BELL - 91 MEIGS DRIVE, SHALIMAR, FL 32579-2145. COL RANDY WILSON - 2424 APPERSON DRIVE, MIDLAND, TX 79705-6303. COL CHARLIE WOOD - 738 SMITH LN, SEAGOVILLE, TX 75159-1829. COL LARRY TURNER - 8307 E LAKEVIEW, MESA, AZ 85209-5148. COL KIM PARDON - 2501 W 51ST TERRACE, WESTWOOD, KS 66205-2059. COL RANDY BUTTRAM - PO BOX 12267, OKLAHOMA CITY, OK 73157-2267. COL JW "DON" JOHNSON - 1807 BRITTMOORE RD, HOUSTON, TX 77043-2213. COL LARRY LUMPKIN - 1715 N 216TH ST, ELKHORN, NE 68022-4635. COL GERALD OLIVER - 6310 DOUGLAS ST, PLANO, TX 75093-6503. COL KEITH WOOD - 97 KEYS FERRY ST, MCDONOUGH, GA 30253.
FORM 990, PART IX, LINE 24E	DIRECT MAIL POSTAGE: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 1,043,991. TOTAL EXPENSES 1,043,991. DIRECT MAIL PRINTING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 770,713. TOTAL EXPENSES 770,713. CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 525,967. MANAGEMENT AND GENERAL EXPENSES 187,044. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 713,011. ALL OTHER OPERATING EXPENSES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 543,886. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 543,886. ANNUAC EXPENSE: PROGRAM SERVICE EXPENSES 529,215. MANAGEMENT AND GENERAL EXPENSES 1,700. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 530,915. DM MAILHOUSE / LASER: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 413,911. TOTAL EXPENSES 413,911. DIRECT MAIL FULFILLMENT: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 377,659. TOTAL EXPENSES 377,659. BANK CHARGES & CREDIT CARD FEE: PROGRAM SERVICE EXPENSES 371,459. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 371,459. TOUR EXPENSE: PROGRAM SERVICE EXPENSES 344,476. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 344,476. REPAIRS & MAINTENANCE: PROGRAM SERVICE EXPENSES 259,225. MANAGEMENT AND GENERAL EXPENSES 44,782. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 304,007. EXHIBITS EXPENSE: PROGRAM SERVICE EXPENSES 288,238. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 288,238. SUPPLIES: PROGRAM SERVICE EXPENSES 188,067. MANAGEMENT AND GENERAL EXPENSES 95,613. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 283,680. DIRECT MAIL LIST RENTAL: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 179,112. TOTAL EXPENSES 179,112. PRINTING & REPRODUCTION: PROGRAM SERVICE EXPENSES 64,433. MANAGEMENT AND GENERAL EXPENSES 106,075. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 170,508. HQ OVERHEAD & OTHER EXPENSE: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 166,966. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 166,966. DIRECT MAIL FRONT - END PREM: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 148,654. TOTAL EXPENSES 148,654. SALES & OTHER TAXES: PROGRAM SERVICE EXPENSES 135,491. MANAGEMENT AND GENERAL EXPENSES 5,943. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 141,434. SHIPPING, POSTAGE & FREIGHT: PROGRAM SERVICE EXPENSES 40,928. MANAGEMENT AND GENERAL EXPENSES 88,830. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 129,758. DIRECT MAIL DATA PROCESSING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 102,622. TOTAL EXPENSES 102,622. EQUIPMENT RENTAL: PROGRAM SERVICE EXPENSES 67,179. MANAGEMENT AND GENERAL EXPENSES 27,475. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 94,654. AVIATION FUEL: PROGRAM SERVICE EXPENSES 77,889. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 77,889. RELOCATION EXPENSE: PROGRAM SERVICE EXPENSES 6,808. MANAGEMENT AND GENERAL EXPENSES 64,950. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 71,758. DUES & SUBSCRIPTIONS: PROGRAM SERVICE EXPENSES 37,600. MANAGEMENT AND GENERAL EXPENSES 23,141. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 60,741. DIRECT MAIL BACK - END: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 60,527. TOTAL EXPENSES 60,527. DIRECT MAIL OTHER: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 58,810. TOTAL EXPENSES 58,810. AIRCRAFT ACQUISITION EXPENSE: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 50,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 50,000. DESIGNATED EXPENSE: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 48,704. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 48,704. LICENSE & PERMIT: PROGRAM SERVICE EXPENSES 12,143. MANAGEMENT AND GENERAL EXPENSES 29,272. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 41,415. SAFETY EXPENSE: PROGRAM SERVICE EXPENSES 26,145. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 26,145. DIRECT MAIL ESCROW: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 20,245. TOTAL EXPENSES 20,245. ENTERTAINMENT: PROGRAM SERVICE EXPENSES 7,011. MANAGEMENT AND GENERAL EXPENSES 4,146. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 11,157. TRANSPORTATION EXPENSE: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 5,009. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,009. BAD DEBT EXPENSE: PROGRAM SERVICE EXPENSES 60. MANAGEMENT AND GENERAL EXPENSES 1,224. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,284. MCRP EXPENSE: PROGRAM SERVICE EXPENSES 1,104. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,104.
PART XII FINANCIAL STATEMENTS & REPORTING LINE 2C	THE ORGANIZATION DID NOT CHANGE ITS OVERSIGHT OR SELECTION PROCESS DURING THE YEAR.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

THE COMMEMORATIVE AIR FORCE

Employer identification number

74-1484491

Part I

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

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

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) AMERICAN AIRPOWER HERITAGE MUSEUM PO BOX 62000 MIDLAND,TX79711 74-2553763	PUBLIC ENJOYMENT	TX	501(C)	509(A)			No
(2) AMERICAN AIRPOWER HERITAGE FOUNDATION PO BOX 62000 MIDLAND,TX79711 74-2318005	ASSIST FUNDING	TX	501(C)	509(A)			No
(3) AMERICAN AIRPOWER HERITAGE FLYING MUSEUM PO BOX 62000 MIDLAND,TX79711 74-2554138	MUSEUM	TX	501(C)	509(A)			No

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

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

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

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

Part IV

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

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

Schedule R (Form 990) 2014

Page 3

Part V

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

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

Yes

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

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

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

Yes

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

Yes

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

Yes

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

Yes

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

Yes

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

Yes

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

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

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) AAHM & AAHF		807,897
(2) AAHM & AAHF		140,691

Schedule R (Form 990) 2014

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

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

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO ACQUIRE, RESTORE, MAINTAIN AND OPERATE A COLLECTION OF WORLD WAR II AIRCRAFT FOR THE EDUCATION AND ENJOYMENT OF THE PRESENT AND FUTURE GENERATIONS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	11
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 2014 (Part V, line 2a) ......	5	41
6	Total number of volunteers (estimate if necessary) .............	6	10,000
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	104,044
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	103,045

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	7,242,035	6,406,074
9	Program service revenue (Part VIII, line 2g) .........	6,844,328	10,134,754
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	164,538	158,829
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	4,751,031	4,430,402
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	19,001,932	21,130,059
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	51,666	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	2,842,471	2,507,534
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	466,150	487,233
b	Total fundraising expenses (Part IX, column (D), line 25) 3,663,477
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	16,723,219	19,156,907
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	20,083,506	22,151,674
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,081,574	-1,021,615
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	19,262,456	21,626,057
21	Total liabilities (Part X, line 26).............	3,896,513	4,884,074
22	Net assets or fund balances. Subtract line 21 from line 20.....	15,365,943	16,741,983

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 8,341,006 including grants of $ ) (Revenue $ 9,029,640 )
	AIRSHOWS ARE PREMIERE AVIATION EVENTS WHERE WARBIRDS (AIRCRAFT)GATHER TO REENACT HISTORIC BATTLES. ADDITIONAL ATTRACTIONS OFTHESE SHOWS INCLUDE; JUNIOR ACES KIDS TENT (PROVIDING GAMES, ARTS& CRAFTS AND OTHER FUN ACTIVITIES FOR CHILDREN), FAMED GHOSTSQUADRON AIRCRAFT DISPLAYS, SPECIAL SHOWS FOR SPECIAL PEOPLE ONFRIDAYS, PRECEDING THE REGULAR EVENT, THAT OTHERWISE MIGHT NOT BEABLE TO ATTEND AND NUMEROUS FLYING PERFORMING ACTS SUCH ASWINGWALKING AND AEROBATICS.

4b	(Code: ) (Expenses $ 661,170 including grants of $ ) (Revenue $ 1,562,412 )
	MEMBERSHIP DUES & ANUAC FEES: MEMBERSHIP DUES ARE ESTABLISHED &COLLECTED TO COVER NORMAL OPERATING EXPENSES OF INDIVIDUAL UNITS.MEMBERSHIP FEES INCLUDE MONTHLY OR QUARTERLY SUBSCRIPTIONS TO THECAF'S MAGAZINE, "DISPATCH." MEMBERS RECEIVE FREE ADMISSION TO THEMUSEUMS AND EXHIBITS AND OTHER BENEFITS SUCH AS OPPORTUNITIES TOFLY IN CAF AIRCRAFT AND GIFT SHOP DISCOUNTS.EACH UNIT IS ALSOSUBJECT TO ANNUAL ANUAC FEES (ANNUAL ADMINISTRATIVE CHARGES) TOASSIST IN THE OPERATION OF THE NATIONAL HEADQUARTERS. NATIONAL &LOCAL MEMBERSHIP FEES ARE SET & COLLECTED BY EACH UNIT AND THENATIONAL HEADQUARTERS, BASED ON THEIR OPERATIONAL NEEDS. ANNUALANUAC FEES MAY VARY FROM YEAR TO YEAR.

4c	(Code: ) (Expenses $ 288,238 including grants of $ ) (Revenue $ 321,481 )
	MUSEUM ADMISSIONS FOR THE CAF ARE FOR MONIES COLLECTED BYINDIVIDUAL UNITS, LOCATED THROUGHOUT THE UNITED STATES, FOR ENTRYINTO THEIR FACILITIES. FACILITIES ARE OPENED TO VISITORS,TOURISTS, SCHOOL GROUPS, ETC. TO VIEW THE AIRCRAFT AND EDUCATIONALEXHIBITS WITHIN THE FACILITIES.

	(Code: ) (Expenses $ 3,634,364 including grants of $ ) (Revenue $ )


4d	Other program services (Describe in Schedule O.)
	(Expenses $ 3,634,364 including grants of $ ) (Revenue $ )
4e	Total program service expenses12,924,778

(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) COL NEILS AGATHER........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(2) COL RICK BELL........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(3) COL RANDY WILSON........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(4) COL CHARLIE WOOD........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(5) COL LARRY TURNER........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(6) COL KIM PARDON........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(7) COL RANDY BUTTRAM........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(8) COL JW DON JOHNSON........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(9) COL LARRY LUMPKIN........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(10) COL GERALD OLIVER........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(11) COL KEITH WOOD........................................................................ GENERAL STAFF MEMBER	5.00 .......................	X			0	0	0
(12) STEVE BROWN........................................................................ PRESIDENT	50.00 .......................		X		389,853	0	0
(13) FLOYD HOUDYSHELL........................................................................ SECRETARY / TREASURER	50.00 .......................			X	160,295	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	550,148	0	0

(A) Name and business address	(B) Description of services	(C) Compensation
HOLLIS TRUCKING TERRY HOLLIS, PO BOX 9126 COLUMBUS,MS39705	TRANSPORTATION	256,000




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 1

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b		1,023,045
c	Fundraising events....1c		1,111,896
d	Related organizations...1d		711,829
e	Government grants (contributions)1e		1,302

f	All other contributions, gifts, grants, and similar amounts not included above1f		3,558,002

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			6,406,074
			Business Code
2a	AIRSHOW REVENUE		711130	8,675,710	8,675,710
b	ANUAC FEES		900099	533,302	533,302
c	MUSEUM ADMISSIONS		900099	321,481	321,481
d	WING & SQUADRON DUES		713990	201,943	201,943
e	MEMBERSHIP DUES		713990	144,509	144,509
f	All other program service revenue .			257,809	257,809
g	Total. Add lines 2a–2f........			10,134,754
3	Investment income (including dividends, interest, and other similar amounts).......			68,781			68,781
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	124	89,924
b	Less: cost or other basis and sales expenses	0	0
c	Gain or (loss)	124	89,924
d	Net gain or (loss)..........			90,048			90,048
8a	Gross income from fundraising events (not including $ 1,111,896 of contributions reported on line 1c). See Part IV, line 18 ..
	a		3,547,579
b	Less: direct expenses ...b		0
c	Net income or (loss) from fundraising events..			3,547,579			3,547,579
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a		1,107,606
b	Less: direct expenses ...b		1,107,163
c	Net income or (loss) from gaming activities...			443	-103,601	104,044
10a	Gross sales of inventory, less returns and allowances .
	a		1,162,607
b	Less: cost of goods sold ..b		666,601
c	Net income or (loss) from sales of inventory..			496,006	496,006
Miscellaneous Revenue			Business Code
11a	MISCELLANEOUS REVENUE		900099	211,362	211,362
b	FUEL SALES		900009	75,748	75,748
c	REFUNDS & REBATES		900099	58,890	58,890
d	All other revenue ....			40,374	40,374
e	Total. Add lines 11a–11d ......			386,374
12	Total revenue. See Instructions......			21,130,059	10,913,533	104,044	3,706,408


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			3,776,119	1	5,503,074
2	Savings and temporary cash investments .........			1,082,688	2	1,118,595
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			1,367,622	4	1,346,575
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 ..............			730,269	8	720,913
9	Prepaid expenses and deferred charges ..........			400,197	9	588,058
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	16,283,730
b	Less: accumulated depreciation .....	10b	6,140,109	10,197,802	10c	10,143,621
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			1,596,563	13	2,062,531
14	Intangible assets ...............			9,089	14	8,787
15	Other assets. See Part IV, line 11 ...........			102,107	15	133,903
16	Total assets. Add lines 1 through 15 (must equal line 34)......			19,262,456	16	21,626,057
17	Accounts payable and accrued expenses .........			1,065,501	17	1,620,751
18	Grants payable .................				18
19	Deferred revenue ................			5,186	19	5,186
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 ..			842,206	23	1,333,548
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....................			1,983,620	25	1,924,589
26	Total liabilities. Add lines 17 through 25.........			3,896,513	26	4,884,074
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			13,689,943	27	15,053,745
28	Temporarily restricted net assets ...........			1,441,000	28	1,453,238
29	Permanently restricted net assets ...........			235,000	29	235,000
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			15,365,943	33	16,741,983
34	Total liabilities and net assets/fund balances ........			19,262,456	34	21,626,057